You are about to exit this page without saving. Which action would you like to perform?

Email

Password

Deactivate current session

Remember me

Forgot Password?

By entering this site, you acknowledge that the ORAP® Data provided in the site is confidential
and must be treated as and remain proprietary.
Any dashboards, graphs, tables, charts, or data provided in the site must not be utilized or disclosed outside your company
without the express written consent of Strategic Power Systems, Inc.®
In addition, you will continue to adhere to the Terms & Conditions previously agreed to for access to the site.

Subscription
Services Agreement

PLEASE READ THESE TERMS
CAREFULLY BEFORE USING THIS SITE!

This Subscription Services Agreement (the “Agreement”)
sets forth the terms and conditions which apply to your use of the Strategic
Power Systems, Inc. web site (the "Site") which is offered to you by
Strategic Power Systems, Inc. ("SPS").

BY USING THIS SITE, YOU AGREE TO THE TERMS OF THE AGREEMENT AS
WELL AS ALL OTHER POLICIES DESCRIBED IN THIS SITE JUST AS IF YOU HAD SIGNED THE
AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, PLEASE DISCONTINUE
YOUR USE OF THE SITE.

These terms may be changed from time to time without
further notice. Your continued use of the Site after any such changes
constitutes your acceptance of the new terms. SPS may terminate, change,
suspend or discontinue any aspect of the Site, including the availability of
any features, at any time. SPS may impose limits on certain features and
services or restrict your access to parts or all of the Site without notice or
liability. These terms apply exclusively to your access to and use of the Site
and do not alter the terms and conditions of any other agreement you may have
with SPS.

1. Restrictions on Use. This
Site is owned and operated by SPS and contains material which is derived in
whole or in part from material supplied and owned by SPS and other sources, and
is protected by copyright, trademark, and other applicable laws. SPS may
terminate your use of the Site at any time in its sole discretion.

2. Content Disclaimer. The Site
solely provides information to its users. The information posted to the Site
is not intended to provide advice. SPS does not guarantee the accuracy,
completeness or timeliness of the information posted to the Site. All content
available through this Site, including data, quotes, status reports, technical
drawings and configurations, is believed to be accurate. However, you should
independently evaluate the accuracy of the information and the usefulness for
your particular needs of any product or service available through this Site.
Specifications for products and services are subject to change without notice,
and SPS reserves the right to make changes without notice to processing,
materials, or configuration. All information on this Site is subject to the
disclaimers herein.

3. Links and Third Party Content.
(a) SPS may from time to time provide links and pointers to internet sites
maintained by third parties ("third party sites") and provide third
party materials on this Site. These links are provided as a convenience and do
not constitute an endorsement, sponsorship or recommendation by SPS of -- or
responsibility for -- the third parties or the linked third party sites or any
content, services or products available on or through such third parties.
Neither SPS, its subsidiary companies nor their affiliates or suppliers operate
or control in any respect any information, products or services on these third
party sites. All links to this Site from a third party site must first be
approved in writing by SPS.

4. Disclaimer of Warranties. THE MATERIALS IN THIS SITE ARE PROVIDED
"AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPS AND
SERVICE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. SPS DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE MATERIALS AND PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE,
THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THEM
AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPS DOES NOT
WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE
OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY,
TIMELINESS, RELIABILITY OR OTHERWISE. YOU ASSUME ALL RISK OF ERRORS AND/OR
OMISSIONS IN THE SITE, INCLUDING THE TRANSMISSION OR TRANSLATION OF
INFORMATION. YOU ASSUME FULL RESPONSIBILITY FOR IMPLEMENTING SUFFICIENT
PROCEDURES AND CHECKS TO SATISFY YOUR REQUIREMENTS FOR THE ACCURACY AND
SUITABILITY OF THE SITE, INCLUDING THE INFORMATION, AND FOR MAINTAINING ANY
MEANS WHICH YOU MAY REQUIRE FOR THE RECONSTRUCTION OF LOST DATA OR SUBSEQUENT
MANIPULATIONS OR ANALYSES OF THE INFORMATION PROVIDED HEREUNDER. YOU (AND NOT
SPS) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

5. Limitation of Liability. IN
NO EVENT SHALL SPS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS,
SUBSIDIARY COMPANIES OR THEIR AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR
INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND
SERVICES OBTAINED THROUGH, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE,
WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SPS OR
ANY OF THEIR AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF
DAMAGES.

6. Indemnification. You agree to
defend, indemnify and hold harmless SPS, its service provider, their affiliates
and their respective directors, officers, employees and agents from and against
any and all claims, actions, suits or proceedings, as well as any and all
losses, liabilities, damages, costs and expenses (including reasonable
attorneys fees) arising out of or accruing from (a) any material posted or
otherwise provided by you that infringes any copyright, trademark, trade
secret, patent or other intellectual property right of any person or (b) any
misrepresentation made by you in connection with your use of the Site; (c) any
non-compliance by you with the terms and conditions of this agreement; and (d)
claims brought by persons or entities other than the parties to this Agreement
arising from or related to your access and use of the Site, including the
information obtained through the Site.

7. Termination. This Agreement
shall remain in full force and effect unless terminated, suspended, or canceled
for any of the following reasons: (a) immediately by SPS for any reason,
including, without limitation (i) concurrent access of the Site with identical
user identification numbers, (ii) permitting another person or entity to use
your user identification number to access the Site, or (iii) any other access
or use of the Site except as expressly provided in this Agreement; or (b)
immediately, if you violate the terms and conditions of this Agreement or the
rules and regulations relating to the use of, or tamper with or alter any of
the software and/or data files contained in, or accessed through, the Site.
Termination, suspension, or cancellation of this Agreement or your access
rights shall not affect any right or relief to which SPS or may be entitled, at
law or in equity, and the indemnification obligations of the User set herein
shall survive termination. Upon termination of this Agreement, all rights
granted to you will terminate and revert to SPS and its licensors.

8. Proprietary Rights. (a) Trademarks.
Strategic Power Systems® and ORAP® are registered trademarks of SPS. All
trademarks, service marks, custom graphics, and trade names used on the Site
are the property of SPS or its respective owners, and may not be copied,
imitated, downloaded or otherwise used, reproduced or exploited in any way, in
whole or in part, without the prior written permission of SPS or the owner of
such trademark, service mark or trade name.

(b) Copyrights. SPS reserves copyrights in
all contents of this Site including, but not limited to, design, text,
software, technical drawings, configurations, graphics, other files, and their
selection and arrangement. The contents of this Site may not be modified, copied,
distributed, framed, reproduced, republished, downloaded, displayed, posted,
transmitted or sold in any form or by any means, in whole or in part, without
SPS’ prior written permission. You further agree that you will not
systematically extract, collect or harvest, through electronic means or
otherwise, any data or data fields from this Site, including but not limited to
customer identities.

(c) Patents. SPS’ products and processes are
covered by one or more patents and are subject to other trade secret and
proprietary rights. SPS reserves all such rights. You agree not to infringe
upon such rights or decompile, reverse engineer, or disassemble any of SPS’
products or processes.

(d) Software. Any software, including any
files, images generated by the software, code, and data accompanying the
software (collectively, “Software”), used or accessible through this Site may
be used by you solely for accessing and using this Site for purposes expressly
stated on this Site, provided that such uses are not competitive with or
derogatory to SPS. SPS retains full and complete title to and all intellectual
property rights in the Software. You agree not to copy, distribute, sell,
modify, decompile, reverse engineer, disassemble or create derivative works
from any Software.

(e) Data. Any Data input into ORAP is owned
by the company on whose behalf it was entered. Except as necessary to support
participation in ORAP, and other than for the purposes of providing the
Subscription Services hereunder, SPS will have no rights of disclosure for this
data unless otherwise agreed to by the Parties in writing. The ownership of
the aggregated data provided by SPS to the User, through the use of ORAP
software and tools, remains with SPS and should be treated as confidential
information.

9. Infringement policy. SPS, on
behalf of itself and its service provider, pursuant to 17 U.S.C. Section 512 as
amended by Title II of the Digital Millennium Copyright Act (the
"Act"), reserves the right, but not the obligation, to terminate your
license to use the Site if it determines in its sole and absolute discretion
that you are involved in infringing activity, including alleged acts of
first-time or repeat infringement, regardless of whether the material or
activity is ultimately determined to be infringing. SPS and its service
provider accommodate and do not interfere with standard technical measures used
by copyright owners to protect their materials. In addition, pursuant to 17
U.S.C. Section 512(c), SPS, on behalf of itself and its service provider, has
implemented procedures for receiving written notification of claimed
infringements and for processing such claims in accordance with the Act. Our
designated agent to receive notification of claimed infringement is:

In addition, any written notice regarding any defamatory or
infringing activity, whether of a copyright, patent, trademark or other
proprietary right, should be sent to our designated agent, listed above, and
must include the following information: (a) a physical or electronic signature
of a person authorized to act on behalf of (i) the owner of an exclusive right
that is allegedly infringed, or (ii) the person defamed; (b) identification of
the copyrighted work claimed to have been infringed or, if multiple copyrighted
works at a single online site are covered by a single notification, a
representative list of such works at that site. Similarly for other types of
infringing materials, a list of such materials; (c) identification of the
material that is claimed to be infringing, to be the subject of infringing
activity, or that is claimed to be defamatory and that is to be removed or
access to which is to be disabled, and information reasonably sufficient to
permit us to locate the material; (d) information reasonably sufficient to
permit us to contact you, such as your address, telephone number, and/or
electronic mail address; (e) a statement that you have a good faith belief that
use of the material in the manner complained of is not authorized by the
copyright or other proprietary right owner, its agent, or the law; and (f) a
statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed or on behalf of the person defamed.

10. Modification.
SPS reserves the right to amend this Agreement, and to modify, add or
discontinue any aspect, content, or feature of the Site. Such amendments,
modifications, additions or deletions shall become effective upon notice
thereof, which may be provided to you by posting on the Site, via e-mail or any
other reasonable means. Continued use of the Site by you shall be deemed to
indicate your acceptance of any such amendments, modifications, additions or
deletions.

11. Jurisdiction.
Unless otherwise specified, the materials on this Site are presented solely to
provide information regarding and to promote SPS’ products and services
available in the United States, its territories, possessions and
protectorates. This Site is controlled and operated by SPS from its offices
within the state of North Carolina, United States of America. SPS makes no
representation that materials on this Site are appropriate or available for use
outside the United States. Those who choose to access this Site from outside
the United States do so on their own initiative and are responsible for
compliance with local laws, if and to the extent that local laws are
applicable. Software from this Site is further subject to United States export
controls. No software from this Site may be downloaded or otherwise exported
or re-exported (A) into (or to a national or resident of) any country to which
the U.S. has embargoed goods, or (B) to anyone on the U.S. Treasury Department
list of Specially Designated Nationals or the U.S. Commerce Department’s Table
of Deny Orders. By using the Site, you represent and warrant that you are not
located in, under the control of, or a national or resident of any such country
or on any such list.

12. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina without giving effect to any principles of
conflicts of law. (b) You may not assign any of your rights, obligations or
privileges hereunder without the prior written consent of SPS. Any assignment
other than as provided for in this Section shall be null and void and of no
force and effect, ab initio. (c) If any provision of this Agreement
shall be unlawful, void, or for any reason unenforceable, then that provision
shall be deemed severable from this Agreement and shall not affect the validity
and enforceability of any remaining provisions. (d) No waiver by either party
of any breach or default hereunder shall be deemed a waiver of any subsequent
breach or default. (e) The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.